UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )

 

 

HD SUPPLY HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

40416M105

(CUSIP Number)

December 31, 2013

(Date of Event which Requires filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 40416M105		Schedule 13G		Page 1 of 20

 

1		NAMES OF REPORTING PERSONS   The Carlyle Group L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   36,471,872
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   36,471,872
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   36,471,872
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.0%
12		TYPE OF REPORTING PERSON   PN

 

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CUSIP No. 40416M105		Schedule 13G		Page 2 of 20

 

1		NAMES OF REPORTING PERSONS   Carlyle Group Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   36,471,872
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   36,471,872
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   36,471,872
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.0%
12		TYPE OF REPORTING PERSON   OO (Limited Liability Company)

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CUSIP No. 40416M105		Schedule 13G		Page 3 of 20

 

1		NAMES OF REPORTING PERSONS   Carlyle Holdings II GP L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY   EACH   REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   36,471,872
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   36,471,872
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   36,471,872
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.0%
12		TYPE OF REPORTING PERSON   OO (Limited Liability Company)

 

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CUSIP No. 40416M105		Schedule 13G		Page 4 of 20

 

1		NAMES OF REPORTING PERSONS   Carlyle Holdings II L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Québec
NUMBER OF SHARES  BENEFICIALLY   OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   36,471,872
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   36,471,872
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   36,471,872
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.0%
12		TYPE OF REPORTING PERSON   OO (Québec société en commandit)

 

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CUSIP No. 40416M105		Schedule 13G		Page 5 of 20

 

1		NAMES OF REPORTING PERSONS   TC Group Cayman Investment Holdings, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES  BENEFICIALLY   OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   36,471,872
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   36,471,872
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   36,471,872
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.0%
12		TYPE OF REPORTING PERSON   PN

 

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CUSIP No. 40416M105		Schedule 13G		Page 6 of 20

 

1		NAMES OF REPORTING PERSONS   TC Group Cayman Investment Holdings Sub L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES  BENEFICIALLY   OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   36,471,872
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   36,471,872
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   36,471,872
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.0%
12		TYPE OF REPORTING PERSON   PN

 

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CUSIP No. 40416M105		Schedule 13G		Page 7 of 20

 

1		NAMES OF REPORTING PERSONS   TC Group V, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   36,471,872
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   36,471,872
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   36,471,872
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.0%
12		TYPE OF REPORTING PERSON   PN

 

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CUSIP No. 40416M105		Schedule 13G		Page 8 of 20

 

1		NAMES OF REPORTING PERSONS   TC Group V, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   36,471,872
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   36,471,872
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   36,471,872
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.0%
12		TYPE OF REPORTING PERSON   PN

 

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CUSIP No. 40416M105		Schedule 13G		Page 9 of 20

 

1		NAMES OF REPORTING PERSONS   Carlyle Partners V, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   34,290,383
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   34,290,383
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   34,290,383
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   17.9%
12		TYPE OF REPORTING PERSON   OO (Limited Liability Company)

 

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CUSIP No. 40416M105		Schedule 13G		Page 10 of 20

 

1		NAMES OF REPORTING PERSONS   Carlyle Partners V-A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   689,531
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   689,531
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   689,531
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.4%
12		TYPE OF REPORTING PERSON   PN

 

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CUSIP No. 40416M105		Schedule 13G		Page 11 of 20

 

1		NAMES OF REPORTING PERSONS   CP V Coinvestment A, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   1,320,767
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   1,320,767
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,320,767
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.7%
12		TYPE OF REPORTING PERSON   PN

 

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CUSIP No. 40416M105		Schedule 13G		Page 12 of 20

 

1		NAMES OF REPORTING PERSONS   CP V Coinvestment B, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY   OWNED BY   EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   0
				6		SHARED VOTING POWER   171,191
				7		SOLE DISPOSITIVE POWER   0
				8		SHARED DISPOSITIVE POWER   171,191
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   171,191
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.1%
12		TYPE OF REPORTING PERSON   PN

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CUSIP No. 40416M105		Schedule 13G		Page 13 of 20

 

ITEM 1. (a)

Name of Issuer:

HD Supply Holdings, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:

3100 Cumberland Boulevard

Suite 1480

Atlanta, Georgia 30339

 

ITEM 2. (a)

Name of Person Filing:

  Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Carlyle Group Management L.L.C.

The Carlyle Group L.P.

Carlyle Holdings II GP L.L.C.

Carlyle Holdings II L.P.

TC Group Cayman Investment Holdings, L.P.

TC Group Cayman Investment Holdings Sub L.P.

TC Group V, L.L.C.

TC Group V, L.P.

Carlyle Partners V, L.P.

Carlyle Partners V-A, L.P.

CP V Coinvestment A, L.P.

CP V Coinvestment B, L.P.

 

(b)

Address or Principal Business Office:

  The address for each of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is c/o Intertrust Corporate Services, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005 Cayman Islands. The address for each of the other Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505.

 

(c)

Citizenship of each Reporting Person is:

  TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. are organized in the Cayman Islands. Carlyle Holdings II L.P. is a Québec société en commandit. Each of the other Reporting Persons is organized in the state of Delaware.

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CUSIP No. 40416M105		Schedule 13G		Page 14 of 20

 

(d)

Title of Class of Securities:

Common stock, $0.01 par value per share (“Common Stock”)

 

(e)

CUSIP Number:

40416M105

 

ITEM 3.

    Not applicable.

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CUSIP No. 40416M105		Schedule 13G		Page 15 of 20

 

ITEM 4.

Ownership

Ownership (a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2013, based upon 192,080,428 shares of the Issuer’s Common Stock outstanding as of December 5, 2013.

 

Reporting Person		Amount beneficially owned				Percent of class:				Sole power to vote or to direct the vote:				Shared power to vote or to direct the vote:				Sole power to dispose or to direct the disposition of:				Shared power to dispose or to direct the disposition of:
Carlyle Group Management L.L.C.			36,471,872				19.0	%			0				36,471,872				0				36,471,872
The Carlyle Group L.P.			36,471,872				19.0	%			0				36,471,872				0				36,471,872
Carlyle Holdings II GP L.L.C.			36,471,872				19.0	%			0				36,471,872				0				36,471,872
Carlyle Holdings II L.P.			36,471,872				19.0	%			0				36,471,872				0				36,471,872
TC Group Cayman Investment Holdings, L.P.			36,471,872				19.0	%			0				36,471,872				0				36,471,872
TC Group Cayman Investment Holdings Sub L.P.			36,471,872				19.0	%			0				36,471,872				0				36,471,872
TC Group V, L.L.C.			36,471,872				19.0	%			0				36,471,872				0				36,471,872
TC Group V, L.P.			36,471,872				19.0	%			0				36,471,872				0				36,471,872
Carlyle Partners V, L.P.			34,290,383				17.9	%			0				34,290,383				0				34,290,383
Carlyle Partners V-A, L.P.			689,531				0.4	%			0				689,531				0				689,531
CP V Coinvestment A, L.P.			1,320,767				0.7	%			0				1,320,767				0				1,320,767
CP V Coinvestment B, L.P.			171,191				0.1	%			0				171,191				0				171,191

Carlyle Partners V, L.P., Carlyle Partners V-A, L.P., CP V Coinvestment A, L.P., and CP V Coinvestment B, L.P. are the record holders of 34,290,383, 689,531, 1,320,767 and 171,191 shares of Common Stock, respectively. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P. TC Group Cayman Investment Holdings Sub L.P. is the managing member of TC Group V, L.L.C., which is the general partner of TC Group V, L.P., which is the general partner of each of Carlyle Partners V, L.P., CP V Coinvestment A, L.P., CP V Coinvestment B, L.P. and Carlyle Partners V-A, L.P. Accordingly, each of the entities mentioned in this paragraph may be deemed to share beneficial ownership of the shares of Common Stock owned of record by Carlyle Partners V, L.P., CP V Coinvestment A, L.P., CP V Coinvestment B, L.P. and Carlyle Partners V-A, L.P.

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CUSIP No. 40416M105		Schedule 13G		Page 16 of 20

 

ITEM 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group

Each of Carlyle Partners V, L.P., Carlyle Partners V-A, L.P., CP V Coinvestment A, L.P., and CP V Coinvestment B, L.P. is a party to the Second Amended and Restated Stockholders Agreement, dated as of September 21, 2007 (as amended by the Amendment thereto, dated as of July 2, 2013 and the Second Amendment thereto, dated as of November 13, 2013, the “Stockholders Agreement”), among HD Supply Holdings, Inc. (formerly known as HDS Investment Holding, Inc.) (“HD Supply”), Carlyle Partners V, L.P., Carlyle Partners V-A, L.P., CP V Coinvestment A, L.P., CP V Coinvestment B, L.P., Clayton Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., and CD&R Parallel Fund VII, L.P., Bain Capital Integral Investors 2006, LLC, THD Holdings, LLC and the other stockholders party thereto. The Stockholders Agreement requires the parties thereto to vote their shares of Common Stock for directors that are designated in accordance with the provisions of the Stockholders Agreement. The parties to the Stockholders Agreement may not transfer the Common Stock owned by them unless the requisite approval specified in the Stockholders Agreement has been obtained.

The stock ownership reported for the Reporting Persons does not include any shares owned by other parties to the Stockholders Agreement. Each of the Reporting Persons disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement. The aggregate number of shares of Common Stock beneficially owned collectively by the parties to the Stockholders Agreement, based on available information, is approximately 125,690,622 shares of Common Stock, which represents approximately 65.4% of the outstanding Common Stock.

 

ITEM 9.

Notice of Dissolution of Group

Not applicable.

 

ITEM 10.

Certification

Not applicable.

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CUSIP No. 40416M105		Schedule 13G		Page 17 of 20

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2014

 

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CUSIP No. 40416M105		Schedule 13G		Page 18 of 20

 

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CUSIP No. 40416M105		Schedule 13G		Page 19 of 20

 

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CUSIP No. 40416M105		Schedule 13G		Page 20 of 20

 

LIST OF EXHIBITS

 

Exhibit No.		Description
24		Power of Attorney
99		Joint Filing Agreement

Exhibit 24

POWER OF ATTORNEY

The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute and file certain federal and state securities laws filings.

Know all by these presents, that the undersigned hereby constitutes and appoints each of Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro, R. Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson, Bruno De Gusmao, Ann Siebecker, Andrea Pekala, Tom Mayrhofer, Orit Mizrachi, John Beczak, Rick Kappler, Matt LoRusso, Rob Konigsberg, James Sloan, Anne Frederick, Norma Kuntz, Victoria Jong, Erica Herberg or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) prepare, execute in the name of each Carlyle Company and on behalf of each Carlyle Company, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of Forms D (“Form D”) required to be filed in accordance with Rule 503 (“Rule 503”) promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933 (the “1933 Act”) and reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the “1934 Act”) or any rule or regulation of the SEC;

(2) prepare and execute for and on behalf of each Carlyle Company, in the undersigned’s capacity as a Chairman, authorized person, officer and/or director of each Carlyle Company, federal and state securities laws filings including without limitation Forms D pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of each Carlyle Company which may be necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted,

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whether the same needs to be executed, taken or done by him in his capacity as a current or former member, partner, shareholder, director or officer of any company, partnership, corporation, organization, firm, branch or other entity connected with, related to or affiliated with any of the entities constituting the Carlyle Companies or entities that directly or indirectly hold interests in the Carlyle Companies.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with federal and state securities laws, including without limitation Rule 503 of the 1933 Act or Section 13 and Section 16 of the 1934 Act.

This Power of Attorney and all authority conferred hereby shall not be terminated by operation of law, whether by the death or incapacity of the undersigned or by occurrence of any other event. Actions taken by an attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any event described in the preceding sentence had not occurred, whether or not the attorney-in-fact shall have received notice of such event. Notwithstanding the foregoing, (i) in the event that an attorney-in-fact is no longer employed by The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney, and (ii) the undersigned may terminate or revoke this Power of Attorney at any time.

For purposes hereof, the “Carlyle Companies” shall consist of: (i) Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., Carlyle Holdings III GP Management L.L.C., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings III L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman Sub L.P. and (ii) the subsidiaries and affiliates of the foregoing in clause (i), including without limitation investment funds sponsored directly or indirectly by one or more of the Carlyle Companies.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8^th day of May, 2012.

 

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of HD Supply Holdings, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 14th day of February, 2014.

 

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